Exhibit 5.1


                                January 25, 2002




(212) 351-4000                                                        Client No.
                                                                    C30814-00004

Fairchild Semiconductor Corporation
Fairchild Semiconductor International, Inc.
82 Running Hill Road
South Portland, Maine  04106

                  Re:      Fairchild Semiconductor Corporation

Ladies and Gentlemen:

           We have acted as special counsel to Fairchild Semiconductor
         Corporation, a Delaware corporation (the "Company"), and the Company's
parent, Fairchild Semiconductor International, Inc, a Delaware corporation
("Fairchild International"), and certain domestic subsidiaries of the Company
listed on Schedule A hereto (together with Fairchild International, the
"Guarantors") in connection with the filing by the Company and the Guarantors of
a Registration Statement on Form S-3 (Registration No. 333-75678) (the
"Registration Statement"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended (the "Act")
the offering and sale by the selling holders of up to $200,000,000 aggregate
principal amount of the Company's 5% Senior Subordinated Notes Due 2008 (the
"Notes"), the Guarantors' guaranties thereof (the "Guaranties") and the shares
of Class A Common Stock, par value $0.01 per share, of Fairchild International
(the "Class A Stock") that may be issued upon the surrender and conversion of
the Guaranties. The Notes, the Guaranties and the Class A Stock are being
registered pursuant to the Registration Rights Agreement among the Company, the
Guarantors, Credit Suisse First Boston Corporation, Lehman Brothers, Inc., CIBC
World Markets Corp. and Robert Stephens, Inc. (the "Initial Purchasers") filed
as Exhibit 13 to the Registration Statement.

            This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

         In rendering this opinion, we have made such inquiries and examined,
among other things, originals or copies, certified or otherwise identified to
our satisfaction, of such records, agreements, certificates, instruments and
other documents as we have considered necessary or appropriate for purposes of
this opinion.


January 25, 2002
Page 2


      We have assumed with your permission that the signatures on all
         documents examined by us are genuine, all individuals executing such
documents had all requisite legal capacity and competency and (except in the
case of documents signed on behalf of the Company and the Guarantors) were duly
authorized, the documents submitted to us as originals are authentic and the
documents submitted to us as certified or reproduction copies conform to the
originals and that each of the parties to the documents examined by us (other
than the Company or the Guarantors) has all requisite power and authority to
execute, deliver and perform its obligations under each of the documents to
which it is a party.

         Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations set forth herein, we are
of the opinion that:

         1. The Notes have been duly authorized by the Company and constitute
valid and legally binding obligations of the Company, subject to the effect of
any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the rights and remedies of creditors generally (including, without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
preferential transfers), general equitable principles (including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing) and the discretion of the courts in granting equitable remedies.

         2. The Guaranties have been duly authorized by each of the Guarantors
and constitute valid and legally binding obligations of each of the Guarantors,
subject to the effect of any bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights and remedies of creditors generally
(including, without limitation, the effect of statutory or other laws regarding
fraudulent transfers or preferential transfers), general equitable principles
(including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing) and the discretion of the courts in granting equitable
remedies.

         3. The shares of Class A Stock initially issuable upon the surrender
and conversion of the Guaranties have been duly authorized and reserved for
issuance upon such conversion in accordance with the terms of the Indenture and,
when issued upon such conversion, will be validly issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms a part of the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations promulgated thereunder.


                                           Very truly yours,

                                           /s/ Gibson, Dunn & Crutcher LLP

                                   SCHEDULE A
                              LIST OF SUBSIDIARIES



Fairchild Semiconductor Corporation of California

QT Optoelectronics, Inc.

QT Optoelectronics

Kota Microcircuits, Inc.